0001818201false00018182012023-04-302023-04-30

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2023

 

 

CCC Intelligent Solutions Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39447	98-1546280
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
167 N. Green Street, 9th Floor
Chicago, Illinois				60607
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 621-8070

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CCCS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

 

Item 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated April 30, 2024, announcing the financial results of CCC Intelligent Solutions Holdings Inc. for the quarter ended March 31, 2024, including, among other things, unaudited financial results for that period.

 

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number	Description
99.1	Press release, dated April 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

---

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			CCC INTELLIGENT SOLUTIONS HOLDINGS INC.
Date:	April 30, 2024	By:	/s/ Brian Herb
		Name: Title:	Brian Herb Executive Vice President, Chief Financial and Administrative Officer

 

 

---

Exhibit 99.1

CCC Intelligent Solutions Holdings Inc. Announces First Quarter 2024 Financial Results

April 30, 2024 – CCC Intelligent Solutions Holdings Inc. (“CCC” or the “Company”) (NASDAQ: CCCS), a leading cloud platform for the P&C insurance economy, today announced its financial results for the three months ended March 31, 2024.

“CCC delivered strong first quarter results, highlighted by 11% year-over-year revenue growth and 41% adjusted EBITDA margin –both above our guidance ranges. We believe our solid start to 2024 reflects our durable business model and ongoing innovation that is helping our clients rapidly transform their businesses,” said Githesh Ramamurthy, Chairman & CEO of CCC.

“The CCC Intelligent Experience (IX) Cloud™ platform, powered by our new event-based architecture, is well-positioned to drive the next evolution of the P&C insurance economy,” continued Ramamurthy. “We are excited about the accelerated AI-enabled innovation the CCC IX Cloud will unlock for customers as well as CCC’s large and growing partner ecosystem.”

First Quarter 2024 Financial Highlights

Revenue

Profitability

Liquidity

The information presented above includes non-GAAP financial measures such as “adjusted EBITDA,” “adjusted net income,” “adjusted operating income,” “adjusted gross profit,” “adjusted gross profit margin,” and “free cash flow.” Refer to “Non-GAAP Financial Measures” for a discussion of these measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

 

1st Quarter and Recent Business Highlights

---

Business Outlook

Based on information as of today, April 30, 2024, the Company is issuing the following financial guidance:

	Second Quarter Fiscal 2024	Full Year Fiscal 2024

 

Revenue	$228.5 million to $230.5 million	$944.0 million to $950.0 million
Adjusted EBITDA	$89.0 million to $91.0 million	$389.0 million to $395.0 million

1 As measured by Bloomberg Finance L.P.

Conference Call Information

CCC will host a conference call today, April 30, 2024, at 5:00 p.m. (Eastern Time) to discuss the Company’s financial results and financial guidance. A live webcast of this conference call will be available on the “Investor Relations” page of the Company’s website at https://ir.cccis.com, and a replay will be archived on the website as well.

About CCC Intelligent Solutions

CCC Intelligent Solutions Inc. (CCC), a subsidiary of CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCCS), is a leading cloud platform for the multi-trillion-dollar P&C insurance economy, creating intelligent experiences for insurers, repairers, automakers, part suppliers, and more. The CCC Intelligent Experience (IX) Cloud, powered by proven AI and an innovative event-based architecture, connects more than 35,000 businesses to power customized applications and platforms for optimal outcomes, and personalized experiences that just work. Through purposeful innovation and the strength of its connections, CCC technologies empower the people and industry relied upon to keep ​lives moving forward when it matters most. Learn more about CCC at www.cccis.com.

Forward Looking Statements

This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, future events, goals, plans and projections regarding the Company’s financial position, results of operations, market position, product development and business strategy. Such differences may be material. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, our revenues, the concentration of our customers and the ability to retain our current customers; our ability to negotiate with our customers on favorable terms; our ability to maintain and grow our brand and reputation cost-effectively; the execution of our growth strategy; the impact of public health outbreaks, epidemics or pandemics on our business and results of operations; our projected financial information, growth rate and market opportunity; the health of our industry, claim volumes, and market conditions; changes in the insurance and automotive collision industries, including the adoption of new technologies; global economic conditions and geopolitical events; competition in our market and our ability to retain and grow market share; our ability to develop, introduce and market new enhanced versions of our solutions; our sales and implementation cycles; the ability of our research and development efforts to create significant new revenue streams; changes in applicable laws or regulations; changes in international economic, political, social and governmental conditions and policies, including corruption risks in China and other countries; our reliance on third-party data, technology and intellectual property; changes in our customers’ or the public’s perceptions regarding the use of artificial intelligence; our ability to protect our intellectual property; our ability to keep our data and information systems secure from data security breaches; our ability to acquire or invest in companies or pursue business partnerships; our ability to raise financing in the future and improve our capital structure; our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our ability to expand or maintain our existing customer base; our ability to service our indebtedness; and other risks and uncertainties, including those included under the header “Risk Factors” in the Company’s

---

Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), which can be obtained, without charge, at the SEC’s website (www.sec.gov), and in our other filings with the SEC. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Non-GAAP Financial Measures

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), including, but not limited to, “adjusted EBITDA,” “adjusted net income,” “adjusted operating income,” “adjusted gross profit,” “adjusted gross profit margin,” “adjusted operating expenses,” and “free cash flow” in each case presented on a non-GAAP basis, and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s calculation of these non-GAAP measures may not be comparable to similarly-titled measures used by other companies.

The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.

This press release also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included for these projections.

Investor Contact:

Bill Warmington

VP, Investor Relations, CCC Intelligent Solutions Inc.

312-229-2355

IR@cccis.com

Media Contact:

Michelle Hellyar

Senior Director, Public Relations, CCC Intelligent Solutions Inc.

mhellyar@cccis.com

 

---

 

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

		March 31,				December 31,
		2024				2023
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	191,188			$	195,572
Accounts receivable—Net of allowances of $4,792 and $5,574 as of March 31, 2024 and    December 31, 2023, respectively			102,007				102,365
Income taxes receivable			—				1,798
Deferred contract costs			18,693				17,900
Other current assets			31,294				32,364
Total current assets			343,182				349,999
SOFTWARE, EQUIPMENT, AND PROPERTY—Net			164,825				160,416
OPERATING LEASE ASSETS			30,486				30,456
INTANGIBLE ASSETS—Net			990,537				1,015,046
GOODWILL			1,417,724				1,417,724
DEFERRED FINANCING FEES, REVOLVER—Net			1,518				1,672
DEFERRED CONTRACT COSTS			21,460				22,302
EQUITY METHOD INVESTMENT			10,228				10,228
OTHER ASSETS			43,700				43,197
TOTAL		$	3,023,660			$	3,051,040
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	23,718			$	16,324
Accrued expenses			39,503				71,478
Income taxes payable			9,126				3,689
Current portion of long-term debt			8,000				8,000
Current portion of long-term licensing agreement—Net			3,109				3,061
Operating lease liabilities			7,136				6,788
Deferred revenues			45,254				43,567
Total current liabilities			135,846				152,907
LONG-TERM DEBT—Net			765,874				767,504
DEFERRED INCOME TAXES—Net			183,310				195,365
LONG-TERM LICENSING AGREEMENT—Net			26,896				27,692
OPERATING LEASE LIABILITIES			50,066				50,796
WARRANT LIABILITIES			53,086				51,501
OTHER LIABILITIES			7,347				6,414
Total liabilities			1,222,425				1,252,179
COMMITMENTS AND CONTINGENCIES (Notes 18 and 19)
MEZZANINE EQUITY:
Redeemable non-controlling interest			17,726				16,584
STOCKHOLDERS’ EQUITY:
Preferred stock—$0.0001 par; 100,000,000 shares authorized; no shares issued or outstanding			—				—
Common stock—$0.0001 par; 5,000,000,000 shares authorized; 614,257,735 and    603,128,781 shares issued and outstanding as of March 31, 2024 and December 31,    2023, respectively			61				60
Additional paid-in capital			2,911,660				2,909,757
Accumulated deficit			(1,127,064	)			(1,126,467	)
Accumulated other comprehensive loss			(1,148	)			(1,073	)
Total stockholders’ equity			1,783,509				1,782,277
TOTAL		$	3,023,660			$	3,051,040

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except share and per share data)

(Unaudited)

 

		For the Three Months Ended
		March 31,
		2024				2023
REVENUES		$	227,237			$	204,919
COST OF REVENUES
Cost of revenues, exclusive of amortization of acquired technologies			52,808				50,447
Amortization of acquired technologies			6,567				6,685
Total cost of revenues			59,375				57,132
GROSS PROFIT			167,862				147,787
OPERATING EXPENSES:
Research and development			49,477				40,996
Selling and marketing			35,586				33,531
General and administrative			57,060				41,865
Amortization of intangible assets			17,942				18,066
Total operating expenses			160,065				134,458
OPERATING INCOME			7,797				13,329
INTEREST EXPENSE			(16,452	)			(13,832	)
INTEREST INCOME			2,467				3,259
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES			(1,585	)			1,195
OTHER INCOME (EXPENSE)—Net			2,939				(2,550	)
PRETAX (LOSS) INCOME			(4,834	)			1,401
INCOME TAX BENEFIT			4,237				783
NET (LOSS) INCOME INCLUDING NON-CONTROLLING    INTEREST			(597	)			2,184
LESS: ACCRETION OF REDEEMABLE NON-CONTROLLING INTEREST			(1,142	)			—
NET (LOSS) INCOME ATTRIBUTABLE TO CCC INTELLIGENT    SOLUTIONS HOLDINGS INC. COMMON STOCKHOLDERS		$	(1,739	)		$	2,184
Net (loss) income per share attributable to common stockholders:
Basic		$	(0.00	)		$	0.00
Diluted		$	(0.00	)		$	0.00
Weighted-average shares used in computing net (loss) income per share    attributable to common stockholders:
Basic			598,279,377				616,217,176
Diluted			598,279,377				646,380,961
COMPREHENSIVE (LOSS) INCOME:
Net (loss) income including non-controlling interest			(597	)			2,184
Other comprehensive (loss) income—Foreign currency translation    adjustment			(75	)			34
COMPREHENSIVE (LOSS) INCOME INCLUDING    NON-CONTROLLING INTEREST			(672	)			2,218
Less: accretion of redeemable non-controlling interest			(1,142	)			—
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO CCC    INTELLIGENT SOLUTIONS HOLDINGS INC. COMMON STOCKHOLDERS		$	(1,814	)		$	2,218

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

		For the Three Months Ended
		March 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(597	)		$	2,184
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of software, equipment, and property			9,442				9,206
Amortization of intangible assets			24,509				24,751
Deferred income taxes			(12,055	)			(6,763	)
Stock-based compensation			44,971				29,234
Amortization of deferred financing fees			462				427
Amortization of discount on debt			62				56
Change in fair value of derivative instruments			(718	)			2,604
Change in fair value of warrant liabilities			1,585				(1,195	)
Non-cash lease expense			—				942
Loss on disposal of software, equipment and property			253				—
Other			71				58
Changes in:
Accounts receivable—Net			370				6,084
Deferred contract costs			(793	)			(783	)
Other current assets			992				1,726
Deferred contract costs—Non-current			842				(51	)
Other assets			144				(8,519	)
Operating lease assets			(710	)			(417	)
Income taxes			7,235				5,778
Accounts payable			7,395				(11,897	)
Accrued expenses			(31,153	)			(25,690	)
Operating lease liabilities			298				415
Deferred revenues			1,697				5,033
Other liabilities			933				(105	)
Net cash provided by operating activities			55,235				33,078
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of software, equipment, and property			(15,663	)			(14,534	)
Net cash used in investing activities			(15,663	)			(14,534	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options			8,901				8,109
Proceeds from employee stock purchase plan			1,833				1,326
Payments for employee taxes withheld upon vesting of equity awards			(52,581	)			(11,449	)
Principal payments on long-term debt			(2,000	)			(2,000	)
Net cash used in financing activities			(43,847	)			(4,014	)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(109	)			36
NET CHANGE IN CASH AND CASH EQUIVALENTS			(4,384	)			14,566
CASH AND CASH EQUIVALENTS:
Beginning of period			195,572				323,788
End of period		$	191,188			$	338,354
NONCASH INVESTING AND FINANCING ACTIVITIES:
Noncash purchases of software, equipment, and property		$	646			$	626
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest		$	15,908			$	13,446
Cash paid for income taxes—Net		$	576			$	202

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF GROSS PROFIT TO ADJUSTED GROSS PROFIT

(In thousands, except profit margin percentage data)

(Unaudited)

 

		Three Months Ended March 31,
(amounts in thousands, except percentages)		2024				2023
Gross Profit		$	167,862			$	147,787
Amortization of acquired technologies			6,567				6,685
Stock-based compensation and related employer payroll tax			2,587				2,116
Adjusted Gross Profit		$	177,016			$	156,588
Gross Profit Margin			74	%			72	%
Adjusted Gross Profit Margin			78	%			76	%

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
(dollar amounts in thousands)		2024				2023
Operating expenses		$	160,065			$	134,458
Amortization of intangible assets			(17,942	)			(18,066	)
Stock-based compensation expense and related employer payroll tax			(47,446	)			(29,094	)
Litigation costs			(575	)			(986	)
M&A and integration costs			(477	)			—
Equity transaction costs, including secondary offerings			(692	)			—
Adjusted operating expenses		$	92,933			$	86,312

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP OPERATING INCOME TO ADJUSTED OPERATING INCOME

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
(dollar amounts in thousands)		2024				2023
Operating income		$	7,797			$	13,329
Amortization of intangible assets			17,942				18,066
Amortization of acquired technologies—Cost of revenue			6,567				6,685
Stock-based compensation expense and related employer payroll tax			50,033				31,210
Litigation costs			575				986
M&A and integration costs			477				—
Equity transaction costs, including secondary offerings			692				—
Adjusted operating income		$	84,083			$	70,276

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA

(In thousands, except for EBITDA margin percentage data)

(Unaudited)

 

		Three Months Ended March 31,
(dollar amounts in thousands)		2024				2023
Net (loss) income		$	(597	)		$	2,184
Interest expense			16,452				13,832
Interest income			(2,467	)			(3,259	)
Income tax benefit			(4,237	)			(783	)
Amortization of intangible assets			17,942				18,066
Amortization of acquired technologies—Cost of revenue			6,567				6,685
Depreciation and amortization of software, equipment and property			1,864				2,227
Depreciation and amortization of software, equipment and property—Cost of revenue			7,578				6,979
Stock-based compensation expense and related employer payroll tax			50,033				31,210
Change in fair value of warrant liabilities			1,585				(1,195	)
Change in fair value of derivative instruments			(718	)			2,604
Income from derivative instruments			(2,031	)			—
Litigation costs			575				986
M&A and integration costs			477				—
Equity transaction costs, including secondary offerings			692				—
Adjusted EBITDA		$	93,715			$	79,536
Adjusted EBITDA Margin			41	%			39	%

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED NET INCOME

(In thousands, except share and per share data)

(Unaudited)

 

		Three Months Ended March 31,
(dollar amounts in thousands)		2024				2023
Net (loss) income		$	(597	)		$	2,184
Amortization of intangible assets			17,942				18,066
Amortization of acquired technologies—Cost of revenue			6,567				6,685
Stock-based compensation expense and related employer payroll tax			50,033				31,210
Change in fair value of warrant liabilities			1,585				(1,195	)
Change in fair value of derivative instruments			(718	)			2,604
Litigation costs			575				986
M&A and integration costs			477				—
Equity transaction costs, including secondary offerings			692				—
Tax effect of adjustments			(21,766	)			(14,046	)
Adjusted net income		$	54,790			$	46,494
Adjusted net income per share attributable to common stockholders:
Basic		$	0.09			$	0.08
Diluted		$	0.09			$	0.07
Weighted average shares outstanding:
Basic			598,279,377				616,217,176
Diluted			635,104,271				646,380,961

 

---

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

RECONCILIATION OF NET CASH FLOW FROM OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
(dollar amounts in thousands)		2024				2023
Net cash provided by operating activities		$	55,235			$	33,078
Purchases of software, equipment, and property			(15,663	)			(14,534	)
Free Cash Flow		$	39,572			$	18,544

 

---